UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On December 7, 2020, the Compensation Committee of the Board of Directors of Tenneco Inc. (the “Company”) granted a special retention award to Brian Kesseler, the Company’s Chief Executive Officer, in the amount of 278,552 cash-settled restricted stock units (the “RSUs”). The RSUs will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, in each case generally subject to Mr. Kesseler’s continued employment. The RSUs vest immediately in the event Mr. Kesseler’s employment terminates as a result of his death or total disability or his termination by the Company without cause. A copy of Mr. Kesseler’s Cash-Settled Restricted Stock Unit Retention Award Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Compensation Committee made this award to facilitate long-term retention and demonstrate the Board of Directors’ commitment to and faith in Mr. Kesseler’s ongoing leadership, specifically noting:
| • | The award recognizes Mr. Kesseler’s strong leadership through challenges faced by the Company over the last several years. In late 2018, the Company completed its acquisition of Federal Mogul and the Company undertook the substantial work of the integration of the Federal Mogul businesses and assets. In the midst of that integration, both a secular industry contraction and a global pandemic materially impacted the Company’s operations and the timing for executing its strategic vision. The leadership of the Company responded aggressively to these combined forces and as a result, financial results have improved throughout the course of this year under Mr. Kesseler’s leadership. |
| • | The award will also compensate Mr. Kesseler, in a manner aligned with shareholder interests, for certain of Mr. Kesseler’s forgone compensation opportunities arising following the Company’s acquisition of Federal Mogul in late 2018. The Federal Mogul acquisition effectively doubled the size of the Company in terms of revenue and the number of employees. Further, with the addition of a number of new business units, the Company’s operational complexity has also increased significantly. Notwithstanding these changes, until the fourth quarter of this year, Mr. Kesseler’s compensation continued to be benchmarked at the 50th percentile versus companies considered to be comparable to the pre-transaction Company, which had led to his total compensation being significantly below the market. |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| Exhibit No. |
Description | |
| 10.1 | Cash-Settled Restricted Stock Unit Retention Award Agreement, dated December 7, 2020, by and between Tenneco Inc. and Brian J. Kesseler. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TENNECO INC. | ||||||
| Date: December 9, 2020 | By: | /s/ Brandon B. Smith | ||||
| Brandon B. Smith | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||